Monthly Archives: April 2020

CA Bankruptcy Court Approves Sale of Business Free of Successor Liability

April 30, 2020 Introduction One risk in buying the assets of a business is the risk that the buyer may be sued by one of the seller’s creditors under a theory of successor liability. This risk is heightened if the

Posted in bankruptcy sale, distressed business acquisitions, Section 363 sale, successor liability Tagged with: , ,

Business Seller Must Reimburse Buyer for Costs Incurred to Fight Pre-Closing Claims

April 30, 2020 Introduction A buyer of the assets of a business is often sued for damages caused by the seller’s operation of the business; a liability that the buyer expressly did not assume in the asset purchase agreement;  a

Posted in indemnification Tagged with: ,

Delaware Court Permits Business Buyer’s APA Breach and Fraud Claims Against Seller

April 24, 2020 Introduction Buying a business is risky. And buyers all too often find out after the closing that the business was not as represented in the data room, meetings, emails, messages, phone calls, or in seller’s acquisition agreement

Posted in damages, exclusive remedy, fraud carveout, indemnification cap Tagged with: , ,

Business Seller Carries Purchase Price, Prevents Buyer Bankruptcy Discharge

April 20, 2020 Introduction A seller of a business is often asked by the buyer to carry a significant portion of the purchase price. Agreeing to defer receipt of the purchase price carries a significant risk of nonpayment. The deal

Posted in seller carried purchase price Tagged with: ,

Business Asset Seller Argues Buyer Must Check with Seller Before Paying Retained Liability

April 16, 2020 Introduction A buyer and seller usually divide up seller’s liabilities in the asset acquisition of a business. However, the buyer runs the risk that a seller will not pay a retained liability that is owed to a

Posted in Buyer payment of seller retained liabilities Tagged with: ,

APA’s Indemnification Provision Only Applied to 3rd Party Claims

April 13, 2020 Introduction The seller of a business usually is responsible for accrued vacation and sick pay in an asset deal. However, the buyer sometimes runs the risk of paying this expense if the seller does not. How does

Posted in customer deposits, direct, indemnification, sick time, third party, vacation time Tagged with: , ,

Business Asset Buyer Has Long Fight Over Seller Union’s $58 Million Pension Claim

April 3, 2020 Introduction An asset buyer of a business generally can select which seller liabilities the buyer will assume. One significant exception is the risk, when buying assets of a union business, that the seller’s underfunded union pension plan

Posted in federal multiemployer pension plan withdrawal liability, successor liability Tagged with: , , ,

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